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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/29/12 Trina Solar Ltd 20-F 12/31/11 99:17M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 20-F Annual Report by a Foreign Non-Canadian Issuer HTML 2.33M 2: EX-4.10 Instrument Defining the Rights of Security Holders HTML 128K 3: EX-4.11 Instrument Defining the Rights of Security Holders HTML 149K 4: EX-4.12 Instrument Defining the Rights of Security Holders HTML 113K 5: EX-8.1 Opinion of Counsel re: Tax Matters HTML 48K 9: EX-13.1 Annual or Quarterly Report to Security Holders HTML 27K 10: EX-13.2 Annual or Quarterly Report to Security Holders HTML 27K 6: EX-11.1 Statement re: Computation of Earnings Per Share HTML 71K 7: EX-12.1 Statement re: Computation of Ratios HTML 31K 8: EX-12.2 Statement re: Computation of Ratios HTML 31K 11: EX-15.1 Letter re: Unaudited Interim Financial Information HTML 25K 69: R1 Document and Entity Information HTML 50K 56: R2 Consolidated Balance Sheets HTML 173K 67: R3 Consolidated Balance Sheets (Parenthetical) HTML 43K 71: R4 Consolidated Statements of Operations HTML 107K 90: R5 Consolidated Statements of Changes in Equity and HTML 107K Comprehensive Income 58: R6 Consolidated Statements of Cash Flows HTML 212K 66: R7 Organization and Principal Activities HTML 31K 51: R8 Summary of Principal Accounting Policies HTML 184K 41: R9 Allowance for Doubtful Receivables HTML 82K 91: R10 Inventories HTML 49K 73: R11 Property, Plant and Equipment, Net HTML 61K 72: R12 Prepaid Land Use Right HTML 29K 78: R13 Accrued Expenses and Current Liabilities HTML 45K 79: R14 Derivative Financial Instruments HTML 90K 76: R15 Fair Value Measurement HTML 211K 80: R16 Bank Borrowings HTML 94K 68: R17 Convertible Senior Notes HTML 40K 70: R18 Accrued Warranty Costs HTML 42K 75: R19 Share-Based Compensation HTML 103K 99: R20 Tax Expense HTML 164K 86: R21 Distribution of Profit HTML 31K 62: R22 Related Party Transactions and Balances HTML 34K 74: R23 Commitments and Contingencies HTML 49K 64: R24 Segment Information HTML 62K 32: R25 Major Customers and Suppliers HTML 45K 87: R26 Additional Information - Financial Statement HTML 194K Schedule I 95: R27 Summary of Principal Accounting Policies HTML 288K (Policies) 46: R28 Summary of Principal Accounting Policies (Tables) HTML 140K 45: R29 Allowance for Doubtful Receivables (Tables) HTML 74K 49: R30 Inventories (Tables) HTML 43K 50: R31 Property, Plant and Equipment, Net (Tables) HTML 52K 52: R32 Accrued Expenses and Current Liabilities (Tables) HTML 45K 25: R33 Derivative Financial Instruments (Tables) HTML 77K 84: R34 Fair Value Measurement (Tables) HTML 184K 60: R35 Bank Borrowings (Tables) HTML 76K 63: R36 Accrued Warranty Costs (Tables) HTML 41K 36: R37 Share-Based Compensation (Tables) HTML 100K 98: R38 Tax Expense (Tables) HTML 156K 18: R39 Commitments and Contingencies (Tables) HTML 45K 53: R40 Segment Information (Tables) HTML 55K 89: R41 Major Customers and Suppliers (Tables) HTML 40K 34: R42 Summary of Principal Accounting Policies (Details) HTML 57K 44: R43 Summary of Principal Accounting Policies (Details HTML 70K 2) 48: R44 Summary of Principal Accounting Policies (Details HTML 82K 3) 57: R45 Summary of Principal Accounting Policies (Details HTML 31K 4) 24: R46 Allowance for Doubtful Receivables (Details) HTML 41K 40: R47 Inventories (Details) HTML 44K 20: R48 Property, Plant and Equipment, Net (Details) HTML 52K 88: R49 Prepaid Land Use Right (Details) HTML 32K 33: R50 Accrued Expenses and Current Liabilities (Details) HTML 47K 85: R51 Derivative Financial Instruments (Details) HTML 39K 37: R52 Derivative Financial Instruments (Details 2) HTML 30K 54: R53 Fair Value Measurement (Details) HTML 51K 19: R54 Fair Value Measurement (Details 2) HTML 38K 22: R55 Fair Value Measurement (Details 3) HTML 36K 47: R56 Bank Borrowings (Details) HTML 39K 28: R57 Bank Borrowings (Details 2) HTML 47K 93: R58 Bank Borrowings (Details 3) HTML 81K 59: R59 Bank Borrowings (Details 4) HTML 42K 77: R60 Convertible Senior Notes (Details) HTML 93K 39: R61 Accrued Warranty Costs (Details) HTML 34K 42: R62 Share-Based Compensation (Details) HTML 161K 83: R63 Tax Expense (Details) HTML 39K 81: R64 Tax Expense (Details 2) HTML 31K 61: R65 Tax Expense (Details 3) HTML 63K 82: R66 Tax Expense (Details 4) HTML 56K 38: R67 Tax Expense (Details 5) HTML 85K 65: R68 Distribution of Profit (Details) HTML 40K 94: R69 Related Party Transactions and Balances (Details) HTML 50K 21: R70 Commitments and Contingencies (Details) HTML 47K 31: R71 Commitments and Contingencies (Details 2) HTML 41K 55: R72 Commitments and Contingencies (Details 3) HTML 38K 27: R73 Segment Information (Details) HTML 37K 97: R74 Major Customers and Suppliers (Details) HTML 36K 35: R75 Additional Information - Financial Statement HTML 36K Schedule I (Details) 29: R76 Additional Information - Financial Statement HTML 106K Schedule I (Details 2) 30: R77 Additional Information - Financial Statement HTML 40K Schedule I (Details 3) 23: R78 Additional Information - Financial Statement HTML 74K Schedule I (Details 4) 26: R79 Additional Information - Financial Statement HTML 117K Schedule I (Details 5) 96: XML IDEA XML File -- Filing Summary XML 138K 43: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 2.42M 12: EX-101.INS XBRL Instance -- tsl-20111231 XML 3.22M 14: EX-101.CAL XBRL Calculations -- tsl-20111231_cal XML 349K 15: EX-101.DEF XBRL Definitions -- tsl-20111231_def XML 1.09M 16: EX-101.LAB XBRL Labels -- tsl-20111231_lab XML 3.28M 17: EX-101.PRE XBRL Presentations -- tsl-20111231_pre XML 1.56M 13: EX-101.SCH XBRL Schema -- tsl-20111231 XSD 275K 92: ZIP XBRL Zipped Folder -- 0001104659-12-022420-xbrl Zip 300K
Exhibit 4.12
Translation.
SUPPLEMENTARY AGREEMENT No. 15 TO POLYSILICON SUPPLY CONTRACT
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Party A’s Contract No.: TCZ-A1130-0803-CGC-120-2012-3 |
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Party B’s Contract No.: SSC000119 |
This Agreement is entered into by and between the following parties in Changzhou, China on 22 March 2012:
Party A: Changzhou Trina Solar Energy Co., Ltd.
Address: No.2 Tianhe Road, Trina PV Industrial Park, Xinbei District, Changzhou, Jiangsu
Party B: Changzhou GCL Photovoltaic Technology Co., Ltd.
Address: No.1 Xinsi Road, Trina PV Industrial Park, Xinbei District, Changzhou
Whereas, Party A and Party B signed a Polysilicon Supply Contract regarding the purchase of silicon materials and silicon wafers and reached a number of supplementary agreements thereafter (see Appendix I for details, the foregoing contract and agreements hereinafter collectively referred to as the “Original Contract”), and both parties are willing to seek further and full-spectrum cooperation in terms of joint development of solar energy business. With a view to long-term strategic cooperation, after thorough consultation on an equal and voluntary basis, each party agrees to waive the other party’s default liabilities incurred before 31 December 2011. Both parties hereby enter into the following supplementary agreement (this “Agreement”) regarding such matters as the prices, quantities, offset of advance payment, etc. of the silicon wafers to be purchased in 2012 for mutual compliance:
I. Arrangement of Silicon Wafer Purchase
1. Both parties agree to reach the following latest arrangement in terms of the prices, quantities, offset of advance payment, etc. of the silicon wafers to be purchased in 2012:
(1) The quantity of silicon wafers to be purchased by Party A from Party B in 2012 shall range from 800MW to 1GW (including the purchase quantity of silicon wafers by third party for its cells under Party A’s coordination and facilitation).
Party B shall provide all of its products for Party A to choose. The table below is the monthly purchase schedule in 2012 upon the date of this Agreement:
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Jan |
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Feb |
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Mar |
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Apr |
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May |
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Jun |
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Jul |
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Aug |
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Sep |
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Oct |
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Nov |
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Dec |
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Total |
Quantity of silicon wafers (10,000 pieces) |
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500 |
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1300.9 |
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1000 |
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1000 |
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1000 |
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1200 |
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1200 |
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1200 |
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1200 |
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1200 |
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1000 |
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1000 |
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12800.9 |
Quantity of silicon wafers used for cells (MW) |
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N.A. |
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N.A. |
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N.A. |
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20 |
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20 |
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20 |
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40 |
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40 |
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40 |
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57 |
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57 |
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56 |
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350 |
(Note: Regardless of whatever change of ratio between the above two items, Party A’s total purchase quantity shall be no less than 800MW.)
Party A shall, subject to the market conditions, provide Party B with an updated version of rolling order plan for the next three months before 15th day of each month (inclusive, and in case such day falls on a national holiday or weekend, such day can be postponed to the first working day thereafter), and Party B shall try its best to meet such order plan. In such rolling order plan, the difference between the plan for the next month following the issuance of the plan and the actual purchase quantity shall not exceed 20%. In case Party B cannot supply pursuant to the plan, Party A may purchase the corresponding batch from a third party.
(2) Prior to the signing of this Agreement, i.e. by 1 March 2012, pursuant to the Original Contract signed by Party A and Party B, the total advance payment made by Party A to Party B for silicon wafers and yet to be offset is RMB[****]† (RMB[****]†), from which a monthly offset amounting to RMB[****]† (RMB[****]†) shall be made as from March 2012 until such advance payment is offset to zero.
2. The prices of silicon wafers shall be negotiated on a weekly basis with reference to the market prices of the current month. The order shall be placed on a weekly basis, and the price set out in a placed order shall not be changed. Party B shall offer prices with a competitive market advantage. In case both parties cannot reach an agreement on the price of the week through negotiation by Wednesday, Party B shall implement the order at the most favorable price for the similar product that is offered to the bulk purchase client in the previous week, the sales volume of which is over 1 million pieces, and Party B shall guarantee that Party A enjoys the most favorable price among all the transactions, the sales volume of which is over 1 million pieces. If Party A has any objections to the aforementioned prices, both parties may jointly select a third party with audit qualifications in the PRC to audit and determine such prices, whose conclusion shall be binding upon both parties. Such audit agency shall keep the information submitted by Party B confidential. If there are more transactions of other types of silicon wafers between both parties, the same pricing method as provided herein shall apply.
3. Party A will coordinate and promote the purchase of Party B’s silicon wafers by a third party from whom Party A will purchase cells, so as to increase the quantity of Party B’s silicon wafers purchased by third parties. The corresponding quantity of silicon wafers used for cells will be included into Party A’s purchase quantity of silicon wafers under this Agreement. If Party A intents to purchase cells from a third party, it shall cause Party B to become the silicon wafer supplier of such third party, failing which Party A shall not purchase cells from such third party. If Party A otherwise purchases cells from the third party, the purchase quantity shall not be included into the purchase quantity under this Agreement.
4. In case there are new types of silicon wafers introduced to the market because of technological improvement, Party A may make the purchase of such silicon wafers from Party B in the first priority. If Party B is unable to supply such new type of silicon wafers in a timely manner, Party A may purchase its required type of silicon wafers from the market.
† This portion of the Supplementary Agreement No. 15 to Polysilicon Supply Agreement has been omitted and filed separately with the Securities and Exchange Commission, pursuant to Rule 24b-2 under the Exchange Act of 1934.
5. Party B will try its best to purchase Party A’s components in order to improve the demand for silicon wafers, and accordingly Party A will sell its components to Party B at a market competitive price.
II. Miscellaneous
1. If there are any discrepancies or conflicts between the Original Contract and this Agreement, this Agreement shall prevail. Any issues not covered by this Agreement shall be subject to the Original Contract.
2. Any dispute arising out of the Original Contract and this Agreement shall be resolved by both parties through friendly consultation; if no resolution can be reached through consultation, both parties agree to refer such dispute to China International Economic and Trade Arbitration Commission Shanghai Sub-Commission for settlement by arbitration.
3. This Agreement shall take effect after being sealed by both parties.
4. This Agreement shall have four original copies, with each party holding two copies. Each copy shall have the same legal effect.
(No Text Below)
Party A: |
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Changzhou Trina Solar Energy Co., Ltd. (Company Seal) | |
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Legal Representative or Authorized Representative (Signature): | |
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Company Seal is Affixed |
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Party B: |
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Changzhou GCL Photovoltaic Technology Co., Ltd. (Company Seal) | |
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Legal Representative or Authorized Representative (Signature): | |
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Company Seal is Affixed |
Appendix I List of Polysilicon Original Agreement and the Supplementary Agreements and Memorandums
No. |
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Date of Execution |
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Contract Title |
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Party A’s Contract No. |
1 |
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29 Mar 2008 |
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Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-0 |
2 |
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19 Aug 2008 |
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Supplementary Agreement (1) to Polysilicon Original Agreement and Supplementary Agreements |
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TCZ-A1130-0803-CGC-120-0 |
3 |
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Aug 2008 |
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Supplementary Amendment to Supplementary Agreement (1) to Polysilicon Original Agreement and Supplementary Agreements |
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4 |
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8 Dec 2008 |
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Memorandum |
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5 |
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21 Jan 2009 |
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Memorandum |
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6 |
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1 Apr 2009 |
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Contract Performance Memorandum |
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7 |
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4 May 2009 |
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Contract Performance Memorandum |
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TCZ-A1130-0803-CGC-120-C |
8 |
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20 Jul 2009 |
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Contract Performance Memorandum |
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TCZ-A1130-0803-CGC-120-D |
9 |
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25 Jul 2009 |
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Contract Performance Memorandum |
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TCZ-A1130-0803-CGC-120-E |
10 |
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31 Jul 2009 |
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Contract Performance Memorandum |
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TCZ-A1130-0803-CGC-120-F |
11 |
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24 Aug 2009 |
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Supplementary Agreement (2) to Polysilicon Original Agreement and Supplementary Agreements |
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TCZ-A1130-0803-CGC-120-0 |
12 |
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26 Oct 2009 |
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Supplementary Agreement (3) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-G |
13 |
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20 Nov 2009 |
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Contract Performance Memorandum 09-12 |
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TCZ-A1130-0803-CGC-120-H |
14 |
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15 Dec 2009 |
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Contract Performance Memorandum |
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TCZ-A1130-0803-CGC-120-J |
15 |
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12 Jan 2010 |
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Contract Performance Memorandum |
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TCZ-A1130-0803-CGC-120-K |
16 |
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23 Feb 2010 |
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Contract Performance Memorandum |
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TCZ-A1130-0803-CGC-120-L |
17 |
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29 Mar 2010 |
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Supplementary Agreement (4) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-0 |
18 |
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Apr 2010 |
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Memorandum (1) of Supplementary Agreement (4) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-0 |
19 |
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2 Apr 2010 |
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Contract Performance Memorandum |
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TCZ-A1130-0803-CGC-120-M |
20 |
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26 Apr 2010 |
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Contract Performance Memorandum |
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TCZ-A1130-0803-CGC-120-N |
21 |
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14 May 2010 |
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Memorandum (2) of Supplementary Agreement (4) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-2 |
22 |
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7 Jul 2010 |
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Contract Performance Memorandum |
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TCZ-A1130-0803-CGC-120-O |
23 |
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29 Jul 2010 |
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Contract Performance Memorandum |
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TCZ-A1130-0803-CGC-120-P |
24 |
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30 Jul 2010 |
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Memorandum (3) of Supplementary Agreement (4) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-3 |
25 |
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24 Aug 2010 |
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Memorandum (4) of Supplementary Agreement (4) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-4 |
26 |
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30 Aug 2010 |
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Contract Performance Memorandum |
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TCZ-A1130-0803-CGC-120-Q |
27 |
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29 Sep 2010 |
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Supplementary Agreement (5) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-5 |
28 |
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16 Oct 2010 |
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Supplementary Agreement (6) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-R |
29 |
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30 Oct 2010 |
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Supplementary Agreement (7) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-S |
30 |
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30 Dec 2010 |
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Supplementary Agreement (8) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-6 |
31 |
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3 Dec 2010 |
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Supplementary Agreement (9) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-T |
32 |
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11 Jan 2011 |
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Supplementary Agreement (10) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-7 |
33 |
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28 Dec 2010 |
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Supplementary Agreement (11) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-U |
34 |
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26 Jan 2011 |
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Supplementary Agreement (12) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-2011-1 |
35 |
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2 Apr 2011 |
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Supplementary Agreement (13) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-2011-2 |
36 |
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28 Apr 2011 |
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May 2011 Memorandum to Supplementary Agreement (4) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-2011-3 |
37 |
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7 Jun 2011 |
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Memorandum (1) to Supplementary Agreement (10) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-8 |
38 |
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21 Jun 2011 |
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Memorandum (2) to Supplementary Agreement (10) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-9 |
39 |
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21 Jun 2011 |
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Memorandum (3) to Supplementary Agreement (10) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-10 |
40 |
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24 Jun 2011 |
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June 2011 Memorandum to Supplementary Agreement (4) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-2011-4 |
41 |
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25 Jul 2011 |
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Memorandum (4) to Supplementary Agreement (10) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-11 |
42 |
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14 Oct 2011 |
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Memorandum (5) to Supplementary Agreement (10) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-13 |
No. |
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Date of Execution |
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Contract Title |
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Party A’s Contract No. |
43 |
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18 Oct 2011 |
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October 2011 Memorandum to Supplementary Agreement (4) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-2011-5 |
44 |
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31 Oct 2011 |
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Memorandum (6) to Supplementary Agreement (10) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-14 |
45 |
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8 Nov 2011 |
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Memorandum (7) to Supplementary Agreement (10) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-15 |
46 |
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14 Nov 2011 |
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Memorandum (8) to Supplementary Agreement (10) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-16 |
47 |
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25 Dec 2011 |
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Memorandum (9) to Supplementary Agreement (10) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-17 |
48 |
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25 Dec 2011 |
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Memorandum (10) to Supplementary Agreement (10) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-18 |
49 |
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5 Jan 2012 |
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Memorandum (11) to Supplementary Agreement (10) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-19 |
50 |
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11 Jan 2012 |
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Memorandum (12) to Supplementary Agreement (10) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-20 |
51 |
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6 Feb 2012 |
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Memorandum (13) to Supplementary Agreement (10) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-21 |
52 |
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22 Feb 2012 |
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Memorandum (14) to Supplementary Agreement (10) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-22 |
53 |
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2 Mar 2012 |
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February 2012 Memorandum to Supplementary Agreement (4) to Polysilicon Supply Agreement |
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TCZ-A1130-0803-CGC-120-2012-1 |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/08/12 SEC UPLOAD¶ 10/04/17 1:126K Trina Solar Ltd. 9/24/12 SEC UPLOAD¶ 10/04/17 1:157K Trina Solar Ltd. |